CUMBERLAND PHARMACEUTICALS INC

DEFM14A 1 tm2612585-2_defm14a.htm DEFM14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ​ Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ​ ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ​ ☒ Definitive Proxy Statement ​ ☐ Definitive Additional Materials ​ ☐ Soliciting Material under § 240.14a-12 ​ Cumberland Pharmaceuticals Inc. ​ (Name of Registrant as Specified In Its Charter) ​ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) ​ Payment of Filing Fee (Check all boxes that apply): ☐ No fee required ​ ☒ Fee paid previously with preliminary materials. ​ ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 ​ TABLE OF CONTENTS CUMBERLAND PHARMACEUTICALS INC. 1600 West End Avenue, Suite 1300 Nashville, TN 37203 (615) 255-0068 May 26, 2026 ​ Dear Shareholder: You are cordially invited to attend a special meeting of shareholders of Cumberland Pharmaceuticals Inc. (the “ Company ” or “ Cumberland ”) to be held on June 24, 2026, at 10:00 a.m., Central Time, at the Company’s corporate offices located at 1600 West End Avenue, Suite 1300, Nashville, Tennessee 37203. At the special meeting, you will be asked to consider and vote on a proposal to approve a strategic transaction in which Cumberland will integrate its commercial products with the U.S. branded business of an affiliate of Apotex Inc. (such affiliate, “ Apotex ”), the largest Canadian-based pharmaceutical company. The transaction will be effected through an asset purchase agreement whereby Apotex and certain affiliates of Apotex will acquire Cumberland’s assets relating to the Company’s FDA-approved products, which consist of Acetadote ® , Caldolor ® , Kristalose ® , Sancuso ® , Vaprisol ® , Vibativ ® , as well as certain of the Company’s product-related equity interests. Under the terms of the agreement, Apotex will acquire these assets in exchange for cash consideration of $100 million payable to Cumberland at the closing of the transaction and will create a platform to deliver specialty medicines that improve the quality of patient care. The Company will retain the assets associated with its ifetroban product candidates and Cumberland Emerging Technologies, our majority-owned subsidiary focused on earlier-stage product development, which the Company intends to continue to develop following the closing of the transaction. Information regarding each of the matters to be voted on at the special meeting, including approval of the transaction described above, is contained in the accompanying Notice of Special Meeting of Shareholders and Proxy Statement. We encourage you to read the enclosed Proxy Statement carefully and in its entirety before voting. Cumberland’s board of directors unanimously recommends that you vote “for” each of the proposals to be presented at the special meeting. It is important that you be represented at the special meeting regardless of the number of shares you own. Whether or not you plan to attend the special meeting, we urge you to vote as soon as possible. The matters to be considered by shareholders at the special meeting are described in the accompanying materials. You may vote by marking, signing and dating your proxy card and returning it in the envelope provided. Alternatively, you may vote over the Internet or by mobile device. Voting over the Internet, by mobile device or by written proxy will not prevent you from attending the special meeting and voting, but will ensure that your vote is counted if you are unable to attend. Please review the instructions on the proxy card regarding each of these voting options. If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, Sodali & Co, by telephone at (203) 658-9400, or by email at CPIX@info.sodali.com. Your continued support of and interest in Cumberland Pharmaceuticals Inc. are sincerely appreciated. Sincerely, /s/ A.J. Kazimi ​ A.J. Kazimi Chairman and Chief Executive Officer TABLE OF CONTENTS CUMBERLAND PHARMACEUTICALS INC. 1600 West End Avenue, Suite 1300 Nashville, TN 37203 (615) 255-0068 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS ​ DATE & TIME: ​ ​ June 24, 2026, at 10:00 a.m., Central Time. ​ ​ PLACE: ​ ​ The special meeting of shareholders of Cumberland Pharmaceuticals Inc., a Tennessee corporation (the “ Company ,” “ Cumberland ,” “ we ,” “ us ,” or “ our ”), will be at Cumberland’s corporate offices located at 1600 West End Avenue, Suite 1300, Nashville, Tennessee 37203. ​ ​ ITEMS OF BUSINESS: ​ ​ The purposes of the meeting are to consider and vote upon the following proposals, which are described in more detail in the accompanying proxy statement: (1) A proposal to authorize and approve the sale of the Company’s FDA-approved commercial products and related assets (the “ Transaction ”) as contemplated by the Asset Purchase Agreement, dated as of April 22, 2026 (the “ Agreement ”), by and among Nuvo Pharmaceuticals (Ireland) DAC (“ Apotex ”), Apotex Inc. (“ Guarantor ”), and the Company, which may under Tennessee law be deemed a sale of substantially all of our property and assets otherwise than in the usual and regular course of business. ​ (2) To authorize the Company’s board of directors to adjourn and postpone the special meeting to a later date or dates, if necessary, to allow time for further solicitation of proxies if there are not sufficient votes present in person or represented by proxy at the special meeting to approve Proposal No. 1; and ​ (3) To transact any other business that properly may be brought before the special meeting or any adjournment or postponement thereof, including matters incidental to its conduct. ​ ​ ​ RECORD DATE: ​ ​ You are entitled to vote at the special meeting or any adjournment of that meeting only if you were a shareholder at the close of business on May 12, 2026 (the “ Record Date ”). ​ ​ VOTING BY PROXY: ​ ​ Please submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You may submit your proxy (1) over the Internet, (2) by mobile device, or (3) by mail. For specific instructions, please refer to the information in the proxy statement and the instructions on the proxy card. ​ ​ SHAREHOLDER LIST: ​ ​ In accordance with Tennessee law, a list of record shareholders as of the Record Date will be available for inspection by any shareholder during the period from May 28, 2026 through the special meeting at the Company’s corporate offices located at 1600 West End Avenue, Suite 1300, Nashville, Tennessee 37203. ​ TABLE OF CONTENTS ​ APPRAISAL RIGHTS: ​ ​ Holders of shares of our common stock, $0.00 par value per share (“ Common Stock ”), do not have appraisal rights under Tennessee law or under the governing documents of the Company in connection with this solicitation of proxies. ​ This proxy statement, including the form of proxy, is first being mailed to shareholders on or about May 26, 2026. BY ORDER OF THE BOARD OF DIRECTORS, Sincerely, /s/ A.J. Kazimi ​ A.J. Kazimi Chairman and Chief Executive Officer Nashville, TN May 26, 2026 YOU ARE CORDIALLY INVITED TO ATTEND THE SPECIAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. RETURNING THE PROXY CARD WILL NOT PREVENT YOU FROM ATTENDING THE SPECIAL MEETING AND VOTING IN PERSON. IF YOU ATTEND THE SPECIAL MEETING AND VOTE YOUR SHARES, YOUR PROXY WILL NOT BE USED. PLEASE REVIEW THE INSTRUCTIONS ON EACH OF YOUR VOTING OPTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AS WELL AS ON THE PROXY CARD. TABLE OF CONTENTS